(p) Provisions and contingent liabilities Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense.
Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount cannot be made.
(q) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within period of operating cycle after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave are not expected to be settled wholly within period of operating cycle after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the balance sheet if the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post-employment schemes.
Ý defined benefit plan i.e. gratuity;
Ý defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefits expense in the standalone statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income.
They are included in retained earnings in the standalone statement of changes in equity and in the standalone balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
Defined contribution plans
The Company pays provident fund, ESIC, etc. contributions to publicly administered provident funds and other funds as per local regulations. The Company has no further payment obligation once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefits expense when they are incurred.
(iv) Employee options
The fair value of options granted under the Rustomjee Employee Stock Option Plan 2022 is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
• including any market performance conditions (e.g. the entity's share price);
• excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period);
• including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
For Group transactions involve repayment arrangements that require one group entity to pay another group entity for the provision of the share-based payments to the suppliers of goods or services. In such cases, the entity that receives the goods or services shall account as a cash-settled share-based payment transaction.
Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• The profit attributable to owners of respective class of equity shares of the Company;
• By the weighted average number of equity shares (respective class wise) outstanding during the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
NOTE 1C: OTHER ACCOUNTING POLICIES
(a) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).
The Board of Directors of the Company has been identified as being the CODM as they assesses the financial performance and position of the Company, and makes strategic decisions.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency'). The standalone financial statements are presented in Indian rupee ('), which is the functional and presentation currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is considered as a part of the entity's net investment in that foreign operation.
(c) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(d) Dividend
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(e) Rounding of amounts
All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest Lakhs, unless otherwise stated. Amount below rounding off norms adopted by the Company has been represented by 1.
NOTE 1D: CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
New and amended standards adopted by the Company
The Ministry of Corporate Affairs vide notification dated March 31, 2023 notified the Companies (Indian Accounting Standards) Amendment Rules, 2023, which amended certain accounting standards (see below), and are effective April 1, 2023:
Disclosure of accounting policies - amendments to Ind AS 1
Definition of accounting estimates - amendments to Ind AS 8
Deferred tax related to assets and liabilities arising from a single transaction amendments to Ind AS 12
The other amendments to Ind AS notified by these rules are primarily in the nature of clarifications. These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
NOTE 2: CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of standalone financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company's accounting policies. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
• Revenue Recognition (Refer Note 1B(a) above)
Revenue from sale of real estate inventory is recognised at a point in time or over the period based on the contract entered with the customers.
• Evaluation of net realisable value of inventories (Refer Note 1B(g) above)
Inventories comprising of finished goods and construction work-in progress are valued at lower of cost and net realisable value. Net Realisable value is based upon the estimates of the management. The effect of changes, if any, to the estimates is recognised in the Financial Statements for the period in which such changes are determined. 1
Impairment testing of goodwill
In accordance with Ind-AS 36, goodwill is reviewed, at least annually, for impairment. The recoverable amount is estimated as the higher of the CGU's fair value less cost to sell, or its value in use. Directly observable market prices rarely exist for the Company's assets, however, fair value may be estimated based on recent transactions on comparable assets, internal models used by the Company for transactions involving the same type of assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based on continued use of the assets in its present condition, excluding potential exploitation of improvement or expansion potential.
The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of certain assumptions. The calculations are based on cash flow projections approved by management as part of the financial budgeting process. The goodwill is allocated to the single CGU in which the Company operates i.e. real estate constructions, development and other related activities.
ii) Term loans from banks and other parties
(a) Term loan (TL-1) from Axis Bank Limited amounting to ' 14,900 (March 31, 2023: Nil), ICICI Bank Limited amounting to ' 17,212 (March 31, 2023: Nil) and Aditya Birla Finance Limited amounting to ' 8,400 (March 31, 2023: Nil) is secured against
(i) Pari Passu charge by way of mortgage of immovable property i.e. the units and 3 specific units of BR in the project including proportionate undived share of land;
(ii) Pari Passu charge by way of mortgage on all other project assets entire;
(iii) Pari Passu charge on cash flows including present and future receivables in the project through an escrow mechanism;
(iv) Pari passu charge on the development rights and all other project documents;
(v) Pari Passu charge over Interest Service Reserve account.
Terms of repayment along with interest charged is as follows:
(i) The loan is repayable in 3.5 years quarterly installment including moratorium period of 18 months.
(ii) The loan carries interest rate linked to Axis Bank Limited 6 months MCLR 1.25%. Effective interest rate as at March 31, 2024 is 11%.
(b) Term loan (TL-2) from Axis Bank Limited amounting to ' 6,418 (March 31, 2023: Nil), ICICI Bank Limited amounting to ' 3,209 (March 31, 2023: Nil) and Aditya Birla Finance Limited amounting to ' 1,834 (March 31, 2023: Nil) is secured against
(i) Pari Passu charge on identified unsold units (including receivable thereon) of the Season project with a 1.00x FACR;
(ii) Pari Passu charge over ISRA (2 months' interest service obligations);
(iii) The security shall be cross collateralized with security for TL-1 (term loan-1 facility of Axis bank on Real Gem Build Tech Pvt. Ltd. for Rustomjee Crown Project). It may be noted that 60 days' time is stipulated for security perfection for TL-1.
Terms of repayment along with interest charged is as follows:
(i) the loan is repayable in 3.5 years quarterly installment including moratorium period of 19 months;
(ii) The loan carries interest rate linked to Axis Bank Limited 6 months MCLR 0.80%. Effective interest rate as at March 31, 2024 is 11%.
(c) Term loan from Tata Capital Housing Finance Limited amounting to ' 2,169 (March 31, 2023: ' 4,864) is secured against:
• Exclusive charge by way of registered mortgage over development rights and FSI of project Parishram by Rustomjee situated at Pali Hill Road, Bandra;
• Exclusive charge to be created on Security Flat admeasuring 2,665 sq. ft. carpet area i.e. 4,397 sq. ft. saleable area, immediately upon receipt of OC of the Project;
• Exclusive charge by way of hypothecation on all the receivables including sold, unsold, insurance receipts, development and other charges and any cash inflow in the redevelopment Project Rustomjee Pali Hill Parishram;
• DSRA equivalent to 3 months' interest on outstanding amount of the facility.
Terms of repayment along with interest charged is as follows:
Moratorium period of 36 months and therafter 24 equated monthly instalments commencing from the end of 37th month since the date of first drawdown under the facility.
Rate of Interest will be Construction Finance Prime Lending Rate (CFPLR) minus 6.45% per annum on monthly reducing & floating rate basis. The present CFPLR is 17.45% & present effective rate of interest will be 11.00% per annum on monthly reducing & floating rate basis.
iii) Cash credit and overdraft facilities
(a) The overdraft facility availed from Axis Bank Limited amounting to ' 8,039 (March 31, 2023: Nil) is secured by same securities as that of the term loan amounting to ' 40,512 as on March 31, 2024. (refer point 24(ii)(a)) Interest rate is as follows:
The facility carries interest rate linked to Axis Bank Limited 6 months MCLR 1.25%.
Interest rate is as follows:
The facility carries floating interest rate linked to ICICI Bank Limited "I-MCLR 6M spread. The rate of interest on the loan is I-MCLR 6M plus 3.00% spread p.a.
(b) The cash credit facility availed from The Zoroastrian Co-operative Bank Limited amounting to ' 326 (March 31, 2023: ' 359) is secured against registered mortgage of 3 flats belonging to the Company and directors.
Interest is payable monthly @ 11.00% p.a.
iv) Vehicle loan
Vehicle loan amounting to ' 440 (March 31, 2023: ' 87) is secured against:
• Vehicle Loan I is taken from ICICI bank ' 72 (March 31, 2023: ' 87) and repayable in 60 monthly installment of ' 1.79 including interest @ 8.65% p.a. 2
• Vehicle Loan III is taken from Mercedez-Benz Financial Services ' 134 (March 31, 2023: Nil) and repayable in 48 monthly installment of ' 3.48 including interest @ 8.27% p.a.
• Vehicle Loan IV is taken from Bank of Baroda ' 128 (March 31, 2023: Nil) and repayable in 60 monthly installment of ' 2.68 including interest @ 8.85% p.a.
These loans are secured by underlying assets against which these loans have been obtained, refer note 52.
v) Unsecured Loans and advances from related parties and others
Loan from related parties carry an interest of 0%-11% p.a.
The carrying amounts of financial and non-financial assets pledged as security for current and non-current borrowings are disclosed in note 52.
For Liabilities from financing activities refer note 46.
(ii) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Mutual fund are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The fair values of investment in debentures and borrowings, security deposits, long term deposits with bank, trade payable, corpus, security deposit towards rented premises with original maturity of more than 12 months are calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
(iii) Valuation process
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values.
NOTE 42 - FINANCIAL RISK MANAGEMENT
The Company's activities expose it to a variety of financial risks namely credit risk, liquidity risk and market risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from investment in debentures, loans, deposits with banks and financial institutions.
Trade receivables
Trade receivables are generally unsecured and are derived from revenue earned from customers. Credit risks related to receivables resulting from sale of inventories is managed by requiring customers to pay the dues before transfer of possession, therefore, substantially eliminating the Company's credit risk in this respect. In case of cancellation of sales agreement by the customer, the Company shall be entitled to sell and transfer the premises to another customer, forfeit and appropriate into itself an amount equivalent to (a) 10% (ten percent) of
the Sale Consideration and (b) the actual loss to occur on the resale of the premises to the new customer. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
Other financial assets
The Company has assessed for its other financial assets namely loans, interest receivable, security deposits, deposits recoverable from land owners and housing societies, receivable from JV Partner, Bank balances other than cash and cash equivalents and other receivable as high quality, negligible credit risk. The Company periodically monitors the recoverability and credit risks of its financial assets. The Company evaluates 12 month expected credit losses for all the financial assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers lifetime expected credit losses for the purpose of impairment provisioning.
The Company's maximum exposure to credit risk as at March 31, 2024 and March 31, 2023 is the carrying value of each class of financial assets as disclosed in notes 7-8 and 11-16.
(iii) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is not materially exposed to any foreign exchange risk during the reporting periods.
(b) Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to risk of changes in market rate is limited to borrowings (excluding vehicle loans and non-convertible debentures) which bear floating interest rate.
The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
NOTE 43 - CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings (including interest accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns for it's shareholders. The capital structure of the Company is based on management's judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. During the year, the Company has recognised ' 238 (March 31, 2023: ' 157) in the standalone statement of profit and loss or construction work-in-progress.
(iii) Post employment obligations Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
(v) The major categories of plan assets are as follows:
The plan asset for the funded gratuity plan is administered by Life Insurance Corporation of India ('LIC') as per the investment pattern stipulated for Pension and Group Schemes fund by Insurance Regulatory and Development Authority regulations i.e. 100% of plan assets are invested in insurer managed fund. Quoted price of the same is not available in active market.
(vi) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest rate risk:
A fall in the discount rate which is linked to the government securities rate will increase the present value of the liability requiring higher provision. A fall in the discount
rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset liability matching risk (ALM risk):
The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk:
Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration risk:
Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
Stock options exercisable as at March 31, 2024 is 145,775 with Weighted average remaining contractual life of options outstanding at end of period is 4.84.
Weighted average remaining contractual life of options outstanding at end of period is 4.96.
Fair value of options granted
The fair value at grant date is independently determined using the Black-Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The model inputs for options granted during the year ended March 31, 2024 includes:
Grant -1
a) vested options are exercisable for a period of four years after vesting.
b) exercise price: ' 480 (in absolute)
c) grant date: August 01, 2022
d) share price at grant date: ' 499.34 (in absolute)
e) expected price volatility of the Company's shares: 43%
f) dividend yield: 0%
g) risk-free interest rate: 6.95% to 7.27%
Grant-2
a) vested options are exercisable for a period of three years after vesting.
b) exercise price: ' 480 (in absolute)
c) grant date: October 18, 2023
d) share price at grant date: ' 562.95 (in absolute)
e) expected price volatility of the Company's shares: 43%
f) dividend yield: 0%
g) risk-free interest rate: 7.45% to 7.49%"
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
NOTE 45 - SEGMENT REPORTING
The Board of directors (BOD) is the Company's chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the BOD for the purposes of allocating resources and assessing performance. Presently, the Company is engaged in only one segment viz 'Real estate and allied activities' and there is no separate reportable segment as per Ind AS 108 'Operating Segments'.
Entity wide disclosure
(a) Information about product and services - The Company operates is a single category viz Real estate and allied activities;
(b) Information in respect of geographical area - The Company has operations within India;
(c) Information about major customer - None of the customer contribute to more than 10% of total revenue of the Company.
Non-current assets excluding financial assets, current tax assets and deferred tax assets amounting to ' 5,221 (March 31, 2023: ' 4,059) are located entirely in India.
Notes:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019 in case of “Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal” and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which is supported by legal advice, the Company believes that the aforesaid judgement does not have material impact on the Company. The Company will continue to monitor and evaluate its position based on future events and developments.
3. The Company has ongoing disputes with direct tax authorities relating to tax treatment of certain items. These mainly include timing difference of expenses claimed, tax treatment of certain items of income/expense, etc.
4. There are pending litigations relating to input tax credit matters including interest, penalties and exemption availment.
5. Company is involved in certain legal and civil claims.
Significant judgement: classification of joint arrangements
The Company has entered into Partnership firms/Association of person whose legal form confers separation between the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements, the parties to the joint arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Accordingly the Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled entities based on the internal agreements/arrangements entered into between the parties to the joint arrangements for execution of projects. Accordingly the Company has recognised revenue from operations ' 183 (March 31, 2023: ' 873), total expenditure (including tax) ' 320 (March 31, 2023: ' 879 ), total assets as at March 31, 2024: ' 1,525 (March 31, 2023: ' 13,140), total liabilities as at March 31, 2024: ' 1,357 (March 31, 2023: ' 5,275 ) and (loss)/profit of March 31, 2024: ' (83) (March 31, 2023: ' 51).
NOTE 55 - MERGER
(a) Merger of Toccata Realtors Private Limited
During the year ended March 31, 2024, the Company had received the Hon'ble National Company Law Tribunal (NCLT) approval for the scheme of amalgamation (the Scheme) of Toccata Realtors Private Limited (TRPL) with the Company on May 4, 2023 and had filed the order copy with the Registrar of the Companies on June 16, 2023 (‘effective date'). The Company had accounted for the assets and liabilities of TRPL on a line by line basis after eliminating the intercompany receivable and payable balances between the Company and TRPL, and applying the principle of Ind AS 109 ‘Financial Instruments', The Company had accounted for fair value of TRPL's net assets amounting to ' 19,265 Lakhs as return of capital as reduction of the cost of investment under ‘Investments' and ' 1,208 Lakhs as return on capital under ‘Other Income'.
(b) Merger of Key Fortune Relators Private Limited
The Board of Directors of the Company in its meeting held on January 30, 2024 has approved the Scheme of amalgamation between the Company and Key Fortune Relators Private Limited and has filed the scheme with National Company Law Tribunal (NCLT), which is pending for its approval.
NOTE 56 - PRIVATE PLACEMENT
During the year ended March 31, 2023, the Company had entered into Securities Subscription and Shareholders' Agreement (SSHA) dated May 9, 2022 with HDFC Capital Affordable Real Estate Fund - 3, One-UP Financial
Consultants Private Limited, Jagdish Naresh Master, Mahima Stocks Private Limited, IIFL Special Opportunities Fund - Series 9 and IIFL Special Opportunities Fund -Series 10 to subsribe to equity shares of the Company aggregating to ' 17,000 comprising of 3,404,412 equity shares of face value of ' 10 each and securities premium of ' 489.35 each through a private placement. In respect of aforesaid issue the Company had incurred ' 284 as share issue expenses which has been adjusted to securities premium.
NOTE 57 - COMPLETION OF INITIAL PUBLIC OFFER (IPO)
During the year ended March 31, 2023, the Company had completed its IPO of 11,737,521 equity shares of face value of ' 10 each at an issue price of ' 541 per share aggregating to ' 63,500, comprising of fresh issue of 10,351,201 shares aggregating to ' 56,000 and offer for sale of 1,386,320 shares by selling shareholders aggregating to ' 7,500. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 24, 2022.
In respect of the aforesaid IPO, the Company had incurred ' 4,030 as share issue expenses, which were allocated between the Company and selling shareholders, in proportion to the proceeds of the IPO received by the Company and respective selling shareholders. The Company's share of expenses amounting to ' 3,554 were adjusted to securities premium and that of selling shareholders amounting to ' 476 were netted off from their proceeds of IPO.
NOTE 59 - ADDITIONAL REGULATORY INFORMATION
i) Details of Benami property Held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
ii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets, also refer note 52. However, there are no requirements of filing quarterly returns or statements with banks as per the terms of relevant agreements.
iii) Wilful Defaulter
The Company has never been declared as wilful defaulter by any bank or financial institution or government or any government authority.
iv) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year (refer note 55).
vii) Utilisation of borrowed funds and share premium
Except as detailed below, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries:
viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
x) Valuation of property, plant and equipment, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
xiii) Title deed of immovable properties
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note 3, note 4 and note 5 to the standalone financial statements, are held in the name of the Company.
NOTE 60 As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 the Company uses accounting software for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each change made in the books of account along with the date when such changes were made within such accounting software. This feature of recording audit trail has operated throughout the year except for certain transactions, changes made through specific access and for direct database changes and no audit trail features were tampered during the year.
NOTE 61 All amounts in Financial statement are rounded off to ' Lakhs, Amount below rounding off norms are reported as*.
These are the notes referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/N500016 Keystone Realtors Limited
(formerly known as Keystone Realtors Private Limited)
CIN: L45200MH1995PLC094208
Pankaj Khandelia Boman Irani Chandresh Mehta
Partner Managing Director Director
Membership No. 102022 DIN: 00057453 DIN: 00057575
Sajal Gupta Bimal Nanda
Chief Financial Officer Company Secretary
Membership No.: 11578
Mumbai Mumbai
Date: May 15, 2024 Date: May 15, 2024
1
Impairment losses on Investments and Impairment of financial assets (Refer Note 1B(h) above)
In assessing impairment, management estimates the recoverable amounts of Investments based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future cash flows and the determination of a suitable discount rate. For financial assets, as at each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding financial assets.
2
Vehicle Loan II is taken from HDFC bank ' 106 (March 31, 2023: Nil) and repayable in 60 monthly installment of ' 2.48 including interest @ 8.40% p.a.
|